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Agency and Partnership Digests #7

Agency and Partnership Digests #7

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Published by Janz Serrano
under Prof. Dionne Sanchez, 2nd semester AY 2010-2011

credits go to the persons cited in the document
under Prof. Dionne Sanchez, 2nd semester AY 2010-2011

credits go to the persons cited in the document

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Published by: Janz Serrano on Oct 26, 2012
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04/09/2014

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Lim Tang Hu v. Ramolete    Tan Put filed an complaint against spouses Lim Tanhu and Dy Ochay. She later amended her complaint and included some other people as defendants Tan Put alleges that she is the widow of Tee Hoon Lim Po Chuan, who was a partner of defendants in the commercial partnership Glory Commercial Co. Tan Put alleges, among others, that Tanhu et. al., through fraud and machinations, took actual and active management of the partnership., and that although her deceased husband was the manager of Glory, Tanhu et.al managed to use the funds of the partnership to purchase lands and buildings in different cities in Visayas. Further, she also alleges that after the death of Tee Hoon Lim Po Chuan, Tanhu et. al. continued the business without liquidation by organizing a corporation – she alleges that the assets of the corporation are actually the assets of the defunct partnership. In the CFI level, Tan Put prayed for an accounting of the real and personal properties of the Glory Commercial Co., and to subsequently deliver to her 1/3 of the total value of the properties. Defendant’s defense: That Tan Put was not the legitimate wife of the deceased; that the assets of the partnership has already been properly liquidated, and that it was the legitimate wife Ang Siok Tin who had received Tee Hoon’s share.  Compiled Partnership Digests #2 AJ | Amin | Cha | Janz | Krizel | Paco | Vien | Yen is at best confusing and at certain points manifestly inconsistent. It Is Our considered view, however, that this conclusion of His Honor is based on nothing but pure unwarranted conjecture. Nowhere is it shown in the decision how said defendants could have extracted money from the partnership in the fraudulent and illegal manner pretended by plaintiff. Neither in the testimony of Nuñez nor in that of plaintiff, as these are summarized in the decision, can there be found any single act of extraction of partnership funds committed by any of said defendants. That the partnership might have grown into a multimillion enterprise and that the properties described in the exhibits enumerated in the decision are not in the names of Po Chuan, who was Chinese, but of the defendants who are Filipinos, do not necessarily prove that Po Chuan had not gotten his share of the profits of the business or that the properties in the names of the defendants were bought with money of the partnership. If Po Chuan was in control of the affairs and the running of the partnership, how could the defendants have defrauded him of such huge amounts as plaintiff had made his Honor believe? Upon the other hand, since Po Chuan was in control of the affairs of the partnership, the more logical inference is that if defendants had obtained any portion of the funds of the partnership for themselves, it must have been with the knowledge and consent of Po Chuan, for which reason no accounting could be demanded from them therefor, considering that Article 1807 of the Civil Code refers only to what is taken by a partner without the consent of the other partner or partners. Incidentally again, this theory about Po Chuan having been actively managing the partnership up to his death is a substantial deviation from the allegation in the amended complaint to the effect that "defendants Antonio Lim Tanhu, Alfonso Leonardo Ng Sua, Lim Teck Chuan and Eng Chong Leonardo, through fraud and machination, took actual and active management of the partnership and although Tee Hoon Lim Po Chuan was the manager of Glory Commercial Co., defendants managed to use the funds of the partnership to purchase lands and buildings etc. (Par. 4, p. 2 of amended complaint, Annex B of petition) and should not have been permitted to be proven by the hearing officer, who naturally did not know any better. Moreover, it is very significant that according to the very tax declarations and land titles listed in the decision, most if not all of the properties supposed to have been acquired by the defendants Lim Tanhu and Ng Sua with funds of the partnership appear to have been transferred to their names only in 1969 or later, that is, long after the partnership had been automatically dissolved as a result of the death of Po Chuan. Accordingly, defendants have no obligation to account to anyone for such acquisitions in the absence of clear proof that they had violated the trust of Po Chuan during the existence of the partnership Besides, assuming there has not yet been any liquidation of the partnership, contrary to the allegation of the defendants, then Glory Commercial Co. would have the status of a partnership in liquidation and the only right plaintiff could have would be to what might result after such liquidation to belong to the deceased partner, and before this is finished, it is impossible to determine, what rights or interests, if any, the deceased had (Bearneza vs. Dequilla 43 Phil. 237). In other words, no specific amounts or properties may be adjudicated to the heir or legal representative of the deceased partner without the liquidation being first terminated.

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insert here 10 pages worth of crap, I meant, procedural ek-ek ,i.e., Answer with Counterclaim, Motion to Quash, Motion to drop defendants, , not going to pretrial, Order of default etc. etc. SHET. I actually read all of it. I thought it’s where I’d find the partnership shit. But nooo. UGH. – janz PARTNERSHIP-RELEVANT (copy-paste):  Indeed, not only does this document prove that plaintiff's relation to the deceased was that of a common-law wife but that they had settled their property interests with the payment to her of P40,000. In the light of all these circumstances, We find no alternative but to hold that plaintiff Tan Put's allegation that she is the widow of Tee Hoon Lim Po Chuan has not been satisfactorily established and that, on the contrary, the evidence on record convincingly shows that her relation with said deceased was that of a common-law wife and furthermore, that all her claims against the company and its surviving partners as well as those against the estate of the deceased have already been settled and paid. We take judicial notice of the fact that the respective counsel who assisted the parties in the quitclaim, Attys. H. Hermosisima and Natalio Castillo, are members in good standing of the Philippine Bar, with the particularity that the latter has been a member of the Cabinet and of the House of Representatives of the Philippines, hence, absent any credible proof that they had allowed themselves to be parties to a fraudulent document His Honor did right in recognizing its existence, albeit erring in not giving due legal significance to its contents.  Of course, the existence of the partnership has not been denied, it is actually admitted impliedly in defendants' affirmative defense that Po Chuan's share had already been duly settled with and paid to both the plaintiff and his legitimate family. But the evidence as to the actual participation of the defendants Lim Tanhu and Ng Sua in the operation of the business that could have enabled them to make the extractions of funds alleged by plaintiff

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 Liwanag vs. CA, G.R. No. 114398 October 24, 1997 From http://www.scribd.com/doc/44361174/Digest-Credit-Trans-Cases   Petitioner was charged with the crime of estafa. Liwanag and a certain Thelma Tabligan went to the house of complainant Rosales and asked her to join them in the businessof buying and selling cigarettes. Convinced of the feasibility of the venture, Rosales readily agreed. Under their Agreement, Rosales would give the money needed to buy the cigarettes while Liwanag and Tabligan would act as her agents, with acorresponding 40% commission to her if the goods are sold; otherwise the money would be returned to Rosales. Consequently, Rosales gave several cash advances to Liwanag and Tabligan amounting to P633,650.00. During the first two months, Liwanag and Tabligan made periodic visits to Rosales to report on the progress of the transactions. The visits, however, suddenly stopped, and all efforts by Rosales to obtain information regarding their business proved futile. Compiled Partnership Digests #2 AJ | Amin | Cha | Janz | Krizel | Paco | Vien | Yen LARIN charged them with the crime of estafa, but the provincial fiscal filed an information only against CLARIN in which he accused him of appropriating to himself not only the P172 but also the share of the profits that belonged to LARIN, amounting to P15.50. TARUG and DE GUZMAN appeared in the case as witnesses and assumed that the facts presented concerned the defendant and themselves together. TC of Pampanga - sentenced CLARIN to 6 months' arresto mayor, to suffer the accessory penalties, and to return to Larin P172, besides P30.50 as his share of the profits, or to subsidiary imprisonment in case of insolvency, and to pay the costs. CLARIN appealed.

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ISSUE/HELD: WON a criminal action for estafa is proper against a co-partner who failed to deliver half of the profits from the partnership venture. NO RATIO:  When two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves, a contract is formed which is called partnership. (Art. 1665, Civil Code.)  When Larin put the P172 into the partnership which he formed with Tarug, Clarin, and Guzman, he invested his capital in the risks or benefits of the business of the purchase and sale of mangoes, and, even though he had reserved the capital and conveyed only the usufruct of his money, it would not devolve upon of his three partners to return his capital to him, but upon the partnership of which he himself formed part, or if it were to be done by one of the three specifically, it would be Tarug, who, according to the evidence, was the person who received the money directly from Larin.  The P172 having been received by the partnership, the business commenced and profits accrued, the action that lies with the partner who furnished the capital for the recovery of his money is not a criminal action for estafa, but a civil one arising from the partnership contract for a liquidation of the partnership and a levy on its assets if there should be any.  No. 5 of Art. 535 of the Penal Code, according to which those are guilty of estafa "who, to the prejudice of another, shall appropriate or misapply any money, goods, or any kind of personal property which they may have received as a deposit on commission for administration or in any other character producing the obligation to deliver or return the same," (as, for example, in commodatum, precarium, and other unilateral contracts which require the return of the same thing received) does not include money received for a partnership; otherwise the result would be that, if the partnership, instead of obtaining profits, suffered losses, as it could not be held liable civilly for the share of the capitalist partner who reserved the ownership of the money brought in by him, it would have to answer to the charge of estafa, for which it would be sufficient to argue that the partnership had received the money under obligation to return it. We therefore freely acquit Eusebio Clarin, with the costs de oficio. The complaint for estafa is dismissed without prejudice to the institution of a civil action.

HELD: The elements of estafa are present, as follows: (1) that the accused defrauded another by abuse of confidence ordeceit; and (2) that damage or prejudice capable of pecuniary estimation is caused to the offended party or third party, and it is essential that there be a fiduciary relation between them either in the form of a trust, commission or administration. The language of the receipt could not be any clearer. It indicates that the money delivered to Liwanag was for a specific purpose, that is, for the purchase of cigarettes, and in the event the cigarettes cannot be sold, the money must be returnedto Rosales. Thus, even assuming that a contract of partnership was indeed entered into by and between the parties, we have ruled that when money or property have been received by a partner for a specific purpose (such as that obtaining in the instant case) and he later misappropriated it, such partner is guilty of estafa. Neither can the transaction be considered a loan, since in a contract of loan once the money is received by the debtor, ownership over the same is transferred. Being the owner, the borrower can dispose of it for whatever purpose he may deem proper. Since in this case there was no transfer of ownership of the money delivered, Liwanag is liable for conversion underArt.315, par. l(b) of the Revised Penal Code.. US v. Clarin Sept. 17, 1910; Arellano FACTS:  Pedro LARIN (in company with Eusebio CLARIN and Carlos DE GUZAMAN)delivered to Pedro Tarug P172, in order that the latter might buy and sell mangoes, and, believing that he could make some money in this business, LARIN made an agreement with the 3 men by which the profits were to be divided equally between him and them.  TARUG, CLARIN, and DE GUZMAN did in fact trade in mangoes and obtained P203 from the business, but did not comply with the terms of the contract by delivering to LARIN his half of the profits; neither did they render him any account of the capital.

PANG LIM and BENITO GALVEZ vs. LO SENG

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Compiled Partnership Digests #2 AJ | Amin | Cha | Janz | Krizel | Paco | Vien | Yen as purchaser of the property and confiscate for his own benefit the property which he had sold for a valuable consideration to Lo Seng. Above all other persons in business relations, partners are required to exhibit towards each other the highest degree of good faith. In fact the relation between partners is essentially fiduciary, each being considered in law, as he is in fact, the confidential agent of the other. If one partner obtains in his own name and for his own benefit the renewal of a lease on property used by the firm, to commence at a date subsequent to the expiration of the firm's lease, the partner obtaining the renewal is held to be a constructive trustee of the firm as to such lease. as Lo Seng is vested with the possessory right as against Pang Lim, he cannot be ousted either by Pang Lim or Benito Galvez. Having lawful possession as against one cotenant, he is entitled to retain it against both.

Facts:    Lo Seng and Pang Lim were partners in the business of running a distillery, known as "El Progreso” The land on which said distillery is located was to the firm of Lo Seng and Co. for the term of three years. Upon the expiration of this lease a new written contract, in the making of which Lo Yao was represented by one Lo Shui as attorney in fact, became effective whereby the lease was extended for fifteen years. Pang Lim sold all his interest in the distillery to his partner Lo Seng, thus placing the latter in the position of sole owner Lo Shui, again acting as attorney in fact of Lo Yao, executed and acknowledged before a notary public a deed purporting to convey to Pang Lim and another Chinaman named Benito Galvez, the entire distillery plant. But this document was never recorded in the registry of property. Thereafter, Pang Lim and Benito Galvez demanded possession from Lo Seng, but the latter refused to yield; and the present action of unlawful detainer was thereupon initiated by Pang Lim and Benito Galvez in the court of the justice of the peace of Paombong to recover possession of the premises. Plaintiff Pang Lim has occupied a double role in the transactions which gave rise to this litigation, namely, first, as one of the lessees; and secondly, as one of the purchasers now seeking to terminate the lease. These two positions are essentially antagonistic and incompatible. Every competent person is by law bond to maintain in all good faith the integrity of his own obligations; and no less certainly is he bound to respect the rights of any person whom he has placed in his own shoes as regards any contract previously entered into by himself. 

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Catalan Vs. Gatchalian G.R. No. L-11648 April 22, 1959 From http://subaylawco23.weebly.com/mercantile-law.html Facts: Catalan and Gatchalian are partners. They mortgaged two lots to Dr. Marave together with the improvements thereon to secure a credit from the latter. The partnership failed to pay the obligation. The properties were sold to Dr. Marave at a public auction. Catalan redeemed the property and he contends that title should be cancelled and a new one must be issued in his name. Issue: Did Catalan’s redemption of the properties make him the absolute owner of the lands? Ruling: No. The right of redemption pertains to the owner of the property; as it was the partnership which owned the property, in this case, it was only the partnership which could properly exercise the right of redemption. Under Article 1807 of the NCC every partner becomes a trustee for his copartner with regard to any benefits or profits derived from his act as a partner. Consequently, when Catalan redeemed the properties in question, he became a trustee and held the same in trust for his copartner Gatchalian, subject to his right to demand from the latter his contribution to the amount of redemption.

Issue: WON Pang Lim, having been a participant in the contract of lease now in question, is in a position to terminate it: and this is a fatal obstacle to the maintenance of the action of unlawful detainer by him. Held: NO. While yet a partner in the firm of Lo Seng and Co., Pang Lim participated in the creation of this lease, and when he sold out his interest in that firm to Lo Seng this operated as a transfer to Lo Seng of Pang Lim's interest in the firm assets, including the lease; and Pang Lim cannot now be permitted, in the guise of a purchaser of the estate, to destroy an interest derived from himself, and for which he has received full value. Ratio:  The bad faith of the plaintiffs in seeking to deprive the defendant of this lease is strikingly revealed in the circumstance that prior to the acquisition of this property Pang Lim had been partner with Lo Seng and Benito Galvez an employee. Both therefore had been in relations of confidence with Lo Seng and in that position had acquired knowledge of the possibilities of the property and possibly an experience which would have enabled them, in case they had acquired possession, to exploit the distillery with profit. it would be shocking to the moral sense if the condition of the law were found to be such that Pang Lim, after profiting by the sale of his interest in a business, worthless without the lease, could intervene

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